Life and Times of Skippy Spider-Boy
by SilverMoonPhantom
Summary: For Peter Parker, dimension-hopping was a familiar concept. Being stuck in a kid's body...that was new.
1. Chapter 1

There was a moment of falling, the sensation of something wispy and barely present clinging to his skin. It was peaceful, if a bit disconcerting. The feeling of oddity slinked down his spine, curling in his gut like an impatient snake. Waiting.

He felt the world drop out from under him, like that startling edge of balance when he was tipping, just so slightly off the edge. Too late to turn back.

Peter jerked awake.

His breaths came in ragged gasps, eyes flying open. He clutched at the blankets below him, sucking in a deep lungful and holding it. He exhaled in a gust. He rolled over, grabbing an armful of coverlet and curling around it, burying his face in the green fabric.

Green?

Peter froze, pulling his head back slowly.  
>The blankets on his bed were definitely a dark red. Easier to hide blood stains when he swung home and was too tired to clean up. He lifted his head from the comfortable pillow, eyeing the misplaced color, trying to remember where they came from.<p>

Oh shit, was he even in his own room?

He sat upright, feeling weak. The layout of the room was familiar, but everything was green, from the curtains to the ceiling. Light shining through the small window flashed across a small picture hanging next to the door. One of those generic landscape paintings found in every garage sale on the planet.

His memory of the events leading to this location was shoddy at best. He remembered fighting some low-grade criminals, teasing one of them who had attempted firing at him while the gun's safety was still engaged.

He remembered swinging across the city, making a game out of how far he could get without letting his feet touch anything. It had been an easy night. Between getting bored enough to land on a flagpole and waking up, he had no recollection. Not even a shiver of spider-sense.

Peter rolled sideways, swinging his legs over the side of the bed.  
>It was only through the sudden buzz of danger in the back of his head and a quick twist that he didn't land on his face. The heck?<p>

He looked down at himself, wondering what was going on with his body. Drugged? That would explain the faded memory.  
>Disbelief arched through him like a gunshot.<p>

Peter lifted one soft hand, flexing his fingers. An oversized sleeve fell away, revealing a limb that was half the size it should have been, lined with either displaced swelling or baby fat. His grey sweatshirt, once fitting slightly tight around his shoulders now fell in swathes of cloth. He dropped his hands to his sides, watching with wide eyes as the sleeves covered his fingertips. Tangled around his legs was a pair of huge jeans, the rips and one memorable stain identifying them as his own.

He was...

He was tiny.

Somehow this alarmed him a bit less than waking up in a strange room did. He'd been through freaky stuff before. Finding out he could climb walls was odd, being sent to another universe with the Fantastic Four was also 'up there' on his weirdness scale. He'd been possessed by an Alien slime, hunted like an animal, grown an extra pair of arms and switched bodies with a mutant who called himself Wolverine. Yeah, finding himself as a child wasn't much of a stretch.

Peter took another deep breath, kicking the jeans away and made a crack about Fate wearing the pants in their relationship. His own voice had even changed, sounding high-pitched in his ear. A bit nasally. He needed to find someone to fix this, and fast. He didn't know if there was a time limit to whatever had been done to him. A curse, some sort of genetic regression, no idea. Better sooner than later, anyway.

A quick check of his pants pockets found them bereft of anything useful. A crumpled grocery list and some lint not exactly being a great help.

He looked around for clues to the mysterious apartment. Again, he noticed the similar layout to his own room. The slightly off-center door frame, a deep scratch on the edge of the windowsill. Something niggled at his brain, but he pushed it away, not quite ready to accept something like that. (It was one thing turning him into a child. Time travel was out of the equation.)

Peter snapped open the window locks, hoisting it up. His sweater hung down, past mid-thigh when he stood upright. His boxers were baggy, but clung enough that he could pretend they were shorts. The smell of New York City sliced through the humid room, bringing with it a chill that spoke of approaching winter months. He bit down a shiver, moving the screen and swinging around, closing the window behind him.

His wrists were bare, but Peter still had to check himself awkwardly when he made an automatic move to start swinging. He was a bit glad no one had seen the awkward flail.  
>Webshooters gone, child body, woke up in a strange apartment and... what?<p>

He stopped, half-crouched on the side of the building. Everything was... weirdly familiar. He turned back, counting floors. The window he had jumped out of... It was his own.

How did? What?

He blinked.

How did someone move into his place so quickly? They even fixed the hole in the wall, and the water stains in the left corner. That scratch hadn't been similar, it was the same.

Even the mattress was the same, a creaky old thing that had come with the place.

God, he hated time travel.

* * *

><p>What was the date?<br>Peter crawled down the wall, eyes scanning the alleyway for signs of someone inhabiting it.  
>The coast seemed clear and he dropped to the ground, bouncing up on his toes in a half-hearted attempt to avoid the frigid cement. He sidestepped a damp, grungy pile of cardboard and peeked out at the street. Pedestrians milled about, varying between slowly meandering along and striding at a clipped pace.<br>He spotted a newspaper halfway poking from a wire trash bin and edged around the side of the building to pull it out. There was a suspicious brown stain on the corner and something that looked like ketchup, but otherwise seemed fine.

He hopped back into the safe shadows of the alleyway, shifting from foot to foot. There was no snow on the ground, but the weather seemed close enough that seeing the white flakes wouldn't surprise him.  
>His spider-sense warned him away from a pile of broken glass and he found himself seated on a turned over wooden crate.<p>

He glanced at the date, grim with the affirmation of his imagining. It's already November, he had last checked the date in May. He went on to browse the articles but was struck by the repeating familiarity. The text spoke of people he thought were long gone, right next to people he had never heard of, but were spoken about as if they were everyday names.

A headline caught his eye.  
>TONY STARK RENAMES "AVENGERS TOWER"<p>

Eh?

Peter flipped back to the front page, looking at the date again.

November 3, 2010.

He stared at the ink and paper, feeling like the gears in his brain had slipped, spinning uselessly. That was... 2010 was two years ago. Tony Stark had hooked up with the Avengers decades ago. The Avengers tower should have been finished nearly that long in the past.

Peter looked more carefully at the newsprint, cross-referencing the names and events to what had happened in his own time. Some sort of alien invasion had occurred, recently. Apparently it was the first time the Avengers had been called to fight. He looked at the names, paused, looked again. There wasn't a 'list continued on page so-and-so'. This was the full list? Captain America, Iron Man, Hawkeye, Black Widow, Thor. That was... really short. What about Wasp or Ant Man? Scarlet Witch? Quicksilver?

The idea of 'time travel' was looking less likely, in favor of the even less-enjoyed 'Alternate Universe'

Peter sighed, closing the newspaper and pressing the edges of the pages against his forehead, breathing in the smell of old paper, garbage and that crisp hint of ice that lingered on the wind. He wrinkled his nose, feeling the rough edges of the newsprint rub against it.

Okay. Alternate Universe. Not only was he a kid, but he was also in some weird version of Earth where the Avengers didn't get together until there was an alien invasion.

He jerked open the pages, skimming the articles, roughly turning the paper over in a clatter of noise. There wasn't any mention of other superpowers. No outcry against mutants or complaining about superpowered people.

Bizarre.  
>He could handle this. It's all good. He was currently just a kid with some crazy abilities, no need to worry that they had nothing to compare him to, and would likely kill first, ask questions later if he was spotted. Even claiming to be a mutant would do no good. They didn't exist here, apparently.<p>

Terrific.

He lingered in the alleyway trying to figure out his options.  
>First of all, he wasn't going back into 'his' old apartment. The decorations implied someone else was living there currently, and it was only luck that kept them from finding a strange child in their bed.<p>

Well, unless they were the ones to have transported him here which, though possible, seemed unlikely. He'd check it out later.

So he was currently homeless, looked like a kid, still had his intelligence (yay!) and needed to find a place to hunker down against the cold night.  
>The dumpster in the alleyway ended up delivering him a pair of hot pink flip-flops close enough to his size, and a wool coat with a splash of white across the front. Wow, careless with the paint.<p>

Peter folded the coat around himself, wiggling his toes against the cheap foam and plastic. Better than nothing, he guessed.

His first impulse was to go to a nearby homeless shelter, but he had zero desires to end up in foster care, or even on any records. His current appearance was runaway tween at best, abandoned child at worst.

With an extra tuck of the coat to hide most of the paint stains between folds, he slipped behind a small family on the sidewalk and trailed after them as if he belonged. There was a girl with pigtails hanging over the father's shoulder, watching Peter curiously, but she didn't say anything.

He took a side street toward where he recalled a hideout should be, a place where kids and teens living on the streets took refuge. He had chased a case into there, and found a fan in their midst. It was almost a fond memory, having a little girl demand that he say "I am Spider-Man" just because she could. Her laughing face afterward was worth the embarrassment.

Peter stopped, mouth drawing into a thin line. Where there used to be ramshackle buildings, barely held together with boards and shattered windows, there was now a normal row of apartments. A bit weathered, but definitely not beat up enough to be able to hide a community of runaways.

So much for that plan.

The park was within sight, the small street curving down along a hill, just enough to show off the red and orange leaves peeking over rooftops. New York Central Park. Lovely place, full of trees and rocks and way too many adventures than he cared to remember.

The sun was setting, casting long shadows out from under his feet, and tinting windows in orange and pink light.

He finally found a mostly-abandoned-looking apartment, sneaking in through a broken window on the tenth floor. The dust-sheets were pulled off a wardrobe and a lumpy couch, the second piece of furniture earning his appreciative gaze.

Peter tucked his legs up inside the overlarge coat, taking care to fold the ends of the sleeves over his feet so they wouldn't slip out and get completely frozen. The sheets kept in a little heat, but frostbite didn't sound fun.

He gingerly sat down onto the creaking cushions, closed his eyes, and resolved to better figure out his situation when he woke up.

Alternate universes were stupid.


	2. Chapter 2

Only one day, and he was already missing his old bed.

As much as he was normally fine passing out on any surface, in any situation, the lumpy couch kept him tossing and turning throughout the night.

When dawn finally broke, 'pissy' had already become an understatement.

Peter flopped off the couch when it finally became too bright to keep pretending to sleep, staring blankly at the ceiling.

He stretched a hand out above him, wiggling the tiny, pudgy fingers that were way too close to be at the end of a fully extended arm.

First order of business is to get home. Parallel goal is to find out about this universe, so he doesn't stick out. Although... Becoming an adult again would help his situation immensely. So, keep an eye out for age-change technology.

He reviewed the facts in his head, and concluded he should probably check back at the apartment to see if there wasn't some sort of homing device, or weird sigils that could reveal the source of this event.

Again, he thanked his spider-sense and whatever other equilibrium-steadying mechanism his powers gifted him, letting him adjust to this new body without a problem. He had a feeling getting used to shorter strides would have been a pain in the butt.

Pulling the coat tight around him and wrinkling his nose at the cold nipping at his bare toes, he headed back toward the place he woke up yesterday. If he wasn't mistaken, it was even colder now.

Even from a distance,he could see the pale frost blanketing plant life as he passed Central Park.

A cacophony of sounds greeted him as he approached the area, an interested crowd gathered around the front of his apartment building. (Not his anymore)

Sneaking around legs was a bit easier when one was short, he discovered.

Someone's hand touched his shoulder, and he ducked away.

"Hey, kid."

His coat lifted around him and he lunged forward, trying to rip away from whoever was getting grabby. It failed, and a broad hand wrapped around his arm.

His first instinct was to brace for a throw, used to huge hands made of armor or sand, the only ones who dwarfed him by that much.

"Kid, hold up."

He turned toward the voice, much softer now.

Normal human, crouched beside him, looking concerned. Something that looked like a cell phone was flashing in her hand, a little green light fluttering happily.

"Where are your parents?"

"None of your business?"

Shit, his voice was squeaky! Did that really come out of his mouth?

He lifted his arm.

"Could you let me go?"

That voice would take some getting used to.

The device in her other hand kept flashing, and she glanced at it instead of releasing him.

"Where's your guardian?"

Now that was a new question. It threw him for a moment, wondering why he would even need a bodyguard.

Apparently bewildered silence was not a good answer.

And now he felt like an idiot for forgetting that looking like a child means people will probably treat you like a child.

"Look, I can't let you go running around without someone to look after you. Do you have someone I can call to pick you up?"

"I don't remember their number."

The lady looked around, thinking about something.

"Well, we can go to the station, and have someone run your name, I suppose.

The police station?

Hahahahahahah no.

"Okay."

Peter played along for a moment, letting them start shifting their grip to his hand before leaping backwards, twisting away from hitting someone else in the legs, and bolting back the way he came.

"Hey! Stop!"

Yeah, like that was going to happen.

She muttered something as he fled, but didn't sound like she was taking up the chase.

Damn it was cold out. His toes were already half numb, and weren't holding on to his flip flops very well.

His spider-sense flared, and he leapt to the side, a dart pinging off dark asphalt.

The heck?

He looked around for a moment, seeing only dark bricks and a misty grey sky. Someone shifted, and keen eyes spotted a shooter on the roof, dressed in dark gray.

Had his cover already been blown? Why else would someone be targeting a random kid with a tranq gun? (Unless this was a strange world where curfews and military lockdown had been put in place... but that didn't really make sense, with the kind of relaxed meandering that other people had been doing around him. )

Another dart, easily dodged.

The buzz in his head grew louder, directionless in where the danger was coming from.

A tinge of faint chemical smell glided to the back of his throat. Peter's eyes widened in realization, and he sprinted forward, trying to escape the colorless cloud of gas that had been released.

Man, he thought they had been the needle-delivery type.

Already he could feel his limbs being weighed down, heart racing from adrenaline.

Seriously, he couldn't even walk down the street without being attacked. Parker luck, right?

He dodged into an alley, staggering to his knees and shuffling behind some boxes. He should probably feel more scared, but there was something surreal about this entire world.

The cardboard around him started getting fuzzy around the edges, just as footsteps were closing in.

A box was pulled away, and a man in a dark uniform looked down at him. A green light was fluttering in his hand... oh - some kind of sensor, they had been tracking him somehow.

A familiar badge was emblazoned on his chest.

SHIELD.

Oh, thank goodness.

They might be a giant bag of dicks sometimes, but they weren't crazy. Nick Fury, at least, wasn't the type to torture and kill prisoners.

Darkness closed around him, anxiousness fading with it.


	3. Chapter 3

There was a fair amount of thrill that Natasha Romonov got out of seeing the fear in her target's eyes. Those heart-pounding moments where she slipped under their radar, testing exactly how blind someone was willing to be to their surroundings before stepping into the light. (She wouldn't say 'enemy' because she personally often had nothing personal against her target)

The fights that followed weren't nearly as entertaining, but unquestionably satisfying to win.

On a side note, a lot of people were so used to fighting people their own size, they had no idea how to react to someone smaller than oneself. The easy fights made things faster, but a part of her did like the challenge of fighting someone who knew how to throw their weight around.

Still, her mission was her mission. A bit slower to her destination than her serum-enhanced teammate, the modern USB port in the ship's terminal made things a lot easier.

The file names flashed up as they downloaded - some obviously in code, others a jumble of letters that may or may not be purposeful. (She knew - even Tony Stark sometimes just slapped the keys for a random file name)

Something caught her eye.

She looked around, turning back to the monitor and opening the file.

Well, now... that was interesting.

Rogers was on his way, his familiar gait approaching the doorway. She quickly memorized the only location given, closing the file and waiting for the download to complete.

"You had your mission, I had mine."

A small smile quirked the corner of her mouth. Obeying orders was one thing, but doing it blindly was quite another.

There was something strange going on within SHIELD.

* * *

><p>Waking up in a cell was not a terribly fun experience, and one that had occurred far too many times in his life. Blank walls, cold floors, and the vague feeling that he was underground drifted in and out of awareness while the drug sweated out of his system.<p>

The good news; the bed was more comfortable than the couch, and there was both a sink and a toilet installed. Also, he was wearing clothes that fit him. A cotton t-shirt and sweatpants, but they were child-sized nonetheless.

The bad news; it was a cell, and the toilet was installed inside. This meant likelihood of long-term imprisonment went up. Holding cells tended not to have such amenities. Also, he was still pint-sized. Damn.

Nausea swirled up in his chest, and he lunged for the toilet, suddenly very thankful they had included it.

A few minutes later, and Peter was lying on the floor, an arm thrown over his eyes as his upset stomach slowly calmed down. He grumbled quietly when someone opened the door, the hinge practically shrieking as it moved. Didn't they have funding to fix that?

"Hello, my name is Alex Harker, how are you feeling?"

He peeked under his arm, eyeing the blonde woman who was now standing inside his cell. She had a clipboard clasped in her hands, a concerned look on her face.

Peter sighed, pushing himself up to a cross-legged position.

"Crappy. Whatever you knocked me out with doesn't like me."

He noticed the tiny quirk of an eyebrow.

"How much do you remember?"

He looked at the floor, combating a restless stomach as he tried to think of her motives for asking that. He decided to tell the truth.

"I was running, and someone's dart guns gassed me. I passed out, and you guys found me… Why the cell, anyway?"

She hummed, making a note on her clipboard.

"So you don't remember anything after being knocked out?"

"No?" _(Should I?)_

"That will be all, Peter. Thank you. Would you like a shower?"

"Er, yeah, that'd be nice."

He stood up, steadying himself on the wall for a moment. Something was wrong, but he couldn't figure out what it was. Maybe it was the wobbling of his knees, or muscles aching without a good reason.

She offered her hand, and he avoided taking it, grabbing ahold of the side of her pants instead. Regardless of his own pride, he still needed help staying upright.

The communal showers were lined with tiles, standard and empty of other people.

There was soap and shampoo ready in one of the stalls, and he accepted it without a word. His mind was still turning over his situation, confused at their reactions.

SHIELD was way more uptight than this - all rules and 'why are you here!' and 'this area is off-limits, wall-crawler.'

Scrub and rinse, the water felt great on his clammy skin. The suds swirled around the drain, and a thought occurred to him.

She called him 'Peter'.

He looked down at his hands, still child-small and squishy. A mark caught his eye, and he lifted his forearm up to the light.

A faint pink dot rested on the inside of his elbow, a smudge of yellow echoing the confirmation. It healed before his eyes, enhanced regeneration rearing its head.

How long had he been here?

* * *

><p>The entire operation had been messy.<p>

From finding out HYDRA had infiltrated SHIELD, to realizing Fury was alive, to the conclusion about what she had to do to take her enemy down.

Not a target, this time.

Alexander Pierce was confident she would not release the information to the public - among the files were her own history of missions. Not a backstory, per se, but enough to let everyone know her hands were bloodier than the stripes on their flag.

There would be no pleading innocent after this.

No, this was too big. She exhaled, placing the anxiety and fear into a small box in the back of her head. This was bigger than her own problems.

The button was pressed, and the files sent out to the web.

"Project Spider" flashed for a moment among the hundreds of other files, and she remembered seeing it on the ship as well. It's too close to 'Black Widow' for her to let it drop.

There was no names, only an age, height and location. More information was likely in a more secure place - There was no way they stored all their secrets in one place.

10 years, 4'1" Geburtsort.

That base is in DC - subterranean, but they would start evacuating as soon as they get wind of what she's done.

She needs more information.

More time.

The Red Room flickered faintly at the back of her memory, ballet and knives shuddering together. Other girls had been in step beside her, falling behind when the (training) dancing became too much.

She needed to move in fast, before the bureaucrats start sorting through things. SHIELD was falling, and her credentials could only get her through security checkpoints for so long.

The face-changing mask was still in her pocket, location of that base tucked securely in her memories.

This wasn't over yet.


	4. Chapter 4

Peter took a shuddering breath, placing his palms on the cool tile. The dot was gone now, a part of his mind crooning 'it's fine, it was never there, ignore it.'

That scared him.

"You alright in there?"

The woman called out, her voice echoing slightly throughout the showers.

"I'm fine."

He called back, ducking his head and letting the water pour over his shoulders. Alright, assess the situation.

He'd been there for...a longer time than he anticipated. Enough time for them to stick him with needles and ask how much he remembered.

She knew his name, though he did not recall telling her.

Something was wrong with his memory.

He had spoken to them, given them information.

How much did they know?

Why was he still in a cell, treated like a low-security prisoner, asking about his memories?

Were they wiping them on purpose? What else didn't he remember?

Since when did SHIELD do this kind of crap?

Peter wracked his brains, trying to find any unusual gaps in memory.

Then again, how would one find something missing, if they couldn't recall it existing in the first place?

He scrubbed at his face.

Alright, even if he didn't remember what he told them, surely he would have said something about needing to get back home. They would not be treating him so casually if they didn't trust him somewhat.

What if his entire adult life were false memories...if he had no home to return to.

What if he was remembering a lie?

His stomach heaved, and he collapsed down, retching into the drain as his gut roiled unhappily.

The quick patter of footsteps approached his stall.

"Don't come in!" He called out, voice cracking.

He spat into the drain with a quiet mutter.

"I'm okay."

No, he remembered too much, too clearly. He was an adult, in a child's body. This new life was the strange thing, not his past.

"Would you like to forego lunch, and go back to bed?"

More sleep sounded wonderful.

"Yeah... can I have a towel?"

"There's one hanging outside the curtain."

"...right. Thanks."

Peter pulled himself up again, batting some water at his knees to rinse off any gross spatter that may have happened.

He peeked outside, tucking the curtain close around him. He could see the lady's shoulder and the back of her head, down the hall.

A-something, right? Ali...Alissa...Amber? He couldn't remember.

He looked around for a change of clothes, and found some folded up on the edge of the sink.

The curtain caught his eye, cream vinyl attached to a rod by clear plastic circles. He glanced at the lady again, sticking his hand to the tiles.

Hoisting his weight up, Peter swiped one of the rings on the end, making sure the curtain was folded up and pressed against the wall on that side.

He hopped into the pants, wriggling on the shirt that seemed tighter now that there was water to leave it clinging to him. He looped the sweatpants string around the plastic hoop he had stolen, tucking it inside his pants. Honestly, he had no idea how he'd use it, but he was sure he'd find some way.

The towel was draped around his shoulders, and he fiddled with it while walking up to the lady.

"Sleep sounds nice."

She jumped slightly, apparently not having heard him approach.

A wane smile, and she ushered him back down the hall.

"Leave your towel in the hamper."

He paused, looking up at her. She gestured to the plastic bin he had mistaken as an extra trash can. In the towel went.

His fists were jammed into his pockets, shoulders hunched as they walked. He felt more vulnerable, now that the fear had started setting in.

Trapped.

"What's for lunch?"

She lifted her clipboard, and flipped the pages. He could see the top page, from where it was dangling upside-down.

Project Spider.

**10 years, Brunette, 4'1", Brown eyes. Obtained March 15, 2012.**

"Spaghetti and meat sauce. Your choice of fruit side, and chocolate milk."

He nodded along.

"An apple sounds nice."

"Should I bring one up?"

He glanced up. Would she really?

"If you wouldn't mind?"

She smiled faintly at him.

"No problem at all. Ah, here we are."

They stood outside his open cell, the bleak walls looking particularly uninviting. A thought occurred to him - where were the other guards? If he was a prisoner, why wasn't there anyone else looking after them?

"Hey, what's they date?"

The smile on her face fell away.

"June seventh."

He faked a smile in return as he counted in his head.

"Thanks."

At least 3 months, possibly more. Shitshitshitshitshit.

She seemed to realize something, and reached forward.

Peter lunged backwards, twisting around and taking off at a dead sprint down the corridor.

"Code Yellow! Sierra has escaped!"

Her voice still bounced wildly off the walls, and a moment later lights started flashing. Damn it!

Hard footsteps, and Peter ducked to the side, hearing the familiar 'psshh' of an air-pressure-propelled dart as it was launched at him. His spider-sense was already chattering at him.

A quick slide and tumble let him skitter under the legs of the two people blocking off the hallway, hand raising up to cover his nose when he realized one of them had set off a gas bomb.

Of course they were wearing masks.

His heart slammed down into his toes.

There, on one of their shoulders, was a skull-and-octopus symbol.

Hydra.

Lungs screaming at him to take a breath, Peter sprinted onward, bouncing off walls and clinging momentarily to ceilings to avoid the grabbing arms and sparking nets that would incapacitate him.

He knew he had seen a SHIELD symbol on the guy that picked him up! What was going on!? Were the two in league with each other?!

He rounded a corner, and the smell of soap and steam greeted him.

Was he going in circles? Those were the showers! Where the heck had the new guards come from if there were no doorways?

Behind him, more footmen approached, and Peter darted into a door labeled 'Supplies Closet'

Shit!

He locked the door from the inside, panting.

The footsteps passed, angry voices echoing beyond understanding.

He slumped down to the floor, hands shaking. Even his stamina was terrible now.

The aches in his muscles seemed more ominous now, his nausea feeling foreign and evil in his throat.

_What had they done to him?_

* * *

><p>Normally, when Natasha invaded a place, guards were more focused outward than inward. For some reason, the security seemed more preoccupied making sure no one untoward escaped. The building was already being emptied of staff, making it easy for certain...acquisitions.<p>

"Code Yellow, Code Yellow."

The speaker system blared (apparently again), and appropriately colored lights continued to flash. She hoped it wasn't due to the files recently released.

The Black Widow frowned with annoyance behind her electronic mask, easily slipping into the role of a hassled office worker, just trying to deal with an unfair system.

A man stopped her, suit and tie with a two-dollar haircut and a shiny SHIELD pin.

"I can't let you go back there."

She exhaled, flashing a card she had lifted from a fleeing woman and wringing her hands anxiously.

"I forgot my bag! It has all my project files, I can't leave those behind! Seriously, two minutes, I'll be right out, I swear."

He looked doubtful, and she let tears prick at the corners of her eyes.

"I don't want to get fired over this, I just got moved to this project, I just need to grab my bag, please!"

He glanced up at the lights, grimacing.

"Quickly, you have three minutes. I'll be counting."

"Oh, thank you so much! Thank you!"

She clasped her hands together in a prayer of thanks at him, letting her shoulders drop in relief as she skipped passed him, turning to thank him even as she jogged onward.

Around the corner, she let the expression drop, wracking her brain for the layout she had looked up on the way here. Couldn't bring any papers, but she had a lot of experience memorizing these kinds of things. To the right was some actual offices, and she could see someone's backpack left abandoned. Perfect.

There, to the left.

She slunk down a staircase, frowning at the keypad of numbers. She fished her cell out of her pocket, the extra sensor built in scattering some light over the pad. Fingerprints showed up... 941. From the wear of the paint, 1 was 'first'.

Psychologically, people tended to put dates as passwords, to easier remember them.

She punched in 1994, and held her breath.

_Beep!_

The light turned green, and slid open to a dark room. Another door slid open down a short hallway, spilling light into what looked like the inside of a tiny storage room.

She walked down, stepping into the room and waiting for the doors to close behind her.

Just as they started, she whipped around, jumping back through them, reading her wrist tasers.

The pale figure dropped from the ceiling, lunging toward the closing doors at the other end of the hallway.

They closed in the kid's face, but he smashed forward with a fist, severely denting the thick, elevator-door type metal.

"Hey."

He paused at her voice, crouching down and turning to face her.

He had a youthful face, with shaggy brown hair and dark eyes. He looked ill, half-starved in the way that overworked, overstressed kids did, regardless of how they ate.

He looked in the right age range, definitely the right height. Code Yellow, huh?

The easiest way to escape would be if he would cooperate. Her quick visual scan couldn't find any weapons, or even tech that he could have used to scale the ceiling like that.

Could it be biological? (It would explain project 'Spider')

"I'm actually here to bust you out, not put you back in."

He scowled.

"Why should I trust you?"

She wished she could talk it out, but they were on a time limit. A minute and a half left, before the guard would come storming back after her.

Reaching up, Natasha pulled off the the electronic mask, wincing as it sparked against her cheek in protest at the abuse.

His eyes widened.

"Black Widow?"

How on earth did he know about her, let alone recognize her on sight? Her suspicion about him rose. What kind of training had they put him through? Was he already a sleeper agent?

"Is that enough?"

His brows furrowed again.

"I thought SHIELD captured me, but I ended up here. No deal."

She sighed.

"SHIELD is compromised by HYDRA infiltrators. Captain America and I are working to bring it down. We don't have any time left. Make up your mind - trust me or don't."

He hesitated, but nodded shortly. If he was a sleeper agent, he'd likely react at certain key people. Fury, Rogers, perhaps even Agent Hill. High-profile people (prior to this whole fiasco, she was surprisingly low-profile.) Either way, he was the reason she got herself into this mess.

She strode toward him, and didn't miss how he tensed up, muscles coiling to lash out or spring away.

She jabbed at the keypad, slinking out the door and slightly relieved that he was shadowing close behind her.

* * *

><p>"Thank you so much for waiting!"<p>

The guard smiled slightly as the lady waved at him, hitching her backpack higher over her shoulder as she half-jogged toward the exit.

"Cutting it close, ma'am."

"I'll see you later! I'll spot you lunch or something! Thanks again!"

He laughed, waving her off and looking around the lobby.

The radio hissed at him.

"Lobby is All Clear."


	5. Chapter 5

**(AUTHOR'S NOTE**: Yes, I am operating under the MCU Canon when I talk about HYDRA and Nick Fury and such. There will be spoilers for Winter Soldier, Iron Man 3, Avengers, and general Marvel back story that has been explained in the comics. I've not watched Agents of SHIELD, so it's unlikely I'll refer to that show, even if it is part of the MCU. This is set as an 'Avengers' Crossover because most of the Avengers characters will make an appearance. That is all. Happy reading! )

* * *

><p>Prowling out of the base (which had been cleverly disguised as a normal office building), Black Widow was mulling over several important details of her self-assigned mission.<p>

First of all, the data she had found on the subject currently curled up in a ball, stuffed into a backpack, was woefully incomplete.

"Project Spider" had piqued her interest, and she had gone digging through the files stolen from SHIELD….well, HYDRA. In those folders, she had unearthed copious coded results of tests and examinations, and a few encounters with a machine that was titled "MRM" but never explained

They had noted his 'capture' date - likely the day they had lifted him from his home (or from the street.) Nine months later, he was incredibly enhanced.

Conclusion: They had completed the Super Soldier project - either replicating or reproducing through other methods, the serum that had transformed Steve Rogers.

That scared her.

The fact that they had done it on a pre-teen was even worse, in her frank opinion.

Children were incredibly malleable. They weren't just soldiers pulled from ranks and enhanced with their mind and previous ethics in-tact, but could be raised (possibly from birth) to be unquestioning, merciless and unflinchingly loyal.

His ability to cling to walls had gone unmentioned in the digital files - suggesting there was more information tucked away in physical folders that she could not find through her normal means. That little trait of his suggested less 'Soldier' and more 'Assassin/Infiltrator'. It also suggested there may be more successful serum projects that she didn't know about, simply because it wasn't digital.

Not only did he have the strength/speed/agility combo, but that clinging ability just negated any need for grappling gear of any kind. Locations and heights previously inaccessible or well-guarded simply for their designs, could be simply scaled at their leisure - provided he didn't have too many limitations on what could be stuck to.

Natasha gently shifted the straps on her shoulders, exhaling slowly. Forget just wall-climbing - with an ability to cling to anything, if the kid wanted to grapple with someONE...there was no way to wiggle free. Once he had you in his hands, you were done.

She'd seen what Steve can do once enhanced - having pint-sized, brainwashed versions of him would be a nightmare. Children as a rule, are generally overlooked, treated gently, given the benefit of the doubt. (She would know)

It was not just an ethics thing, but a huge security risk for pretty much the entire world.

She hailed a taxi, placing the stuffed bag gently in the backseat next to her. She pulled open the zipper slightly, catching a glimpse of his sleeping face. (So that's why he hadn't been wiggling around.)

Still - the fact that he had been actively trying to escape when she arrived boded well for his mental state. Even if he was a sleeper agent, there was a fair portion of his mind that wanted nothing to do with their program. It was even better than the 'Best Case' she had envisioned, where she just knocked the kid out and stole away with him.

If he wanted direction, she could be that guide. If she wanted another master, she could be that as well. A mother? Sure. Pure freedom? She wouldn't let him go unsupervised - the risk of getting caught again was too high. Fostering came to mind, but there were very few agents she still trusted after the 'HYDRA infiltrated SHIELD' fiasco.

Maybe Rogers, but she doubted he'd be interested.

Better or Worse, she wasn't sure, but during their escape he had thrown his lot in with her after she dropped Roger's name. Either he was a target, or the kid knew about Captain America, and trusted him more than he trusted SHIELD.

The scenery was getting familiar, outside the car windows. She quickly tied her hair up in a tight twist, poking at the tiny dial on the side of her electronic mask to change her skin tone. She couldn't get it to change facial features without having someone else reprogram it entirely, but darkening skin was easy enough with the current dials. Hiding her hands would have to be priority once she exited the car. Mismatched skin tones were easy to remember.

Natasha pulled out her phone, tapping out a quick text. (You had no idea how much easier texting and smartphones made being a spy. Not only for an easy way into people's private files - thanks wifi - but silent messaging as well)

"Here is fine."

She paid the driver, ignoring his mystified double-take at her new face and gently pulled the straps back over her shoulders.

She needed more time to think.

* * *

><p>They were watching him.<p>

His feet struck the track in a steady rhythm, breaths coming out in even intervals. He kept his speed within a normal human range, wondering what this test had to do with anything.

His spider-sense flared, screaming at him, and he ducked sideways.

A staticky noise erupted from behind him, and he startled, turning to look at the source.

A wave of white cloth billowed up, engulfing him whole.

Peter struggled, flailing and trying to jump away. Strong circles clamped around his wrists, holding him down.

He opened his eyes to a halo of bright lights, and the smell of a hospital. He wriggled weakly, but a mask was fitted over his nose and mouth. In the next inhale, the dark corners in his eyes swallowed him up.

He blinked.

Darkness was all around him, binding his limbs into a tiny ball, suffocating.

Peter thrashed, breath shortening in panic as his limbs could do nothing against the rough cloth keeping him curled up.

Suddenly, a strip of light opened up above him, and he launched himself toward it, gasping at fresh air.

He waited to be dragged about, his hands shaking.

Instead of the immediate struggle he expected, there was only the soft sound of someone breathing.

He peeked out from behind his hiding spot (since when was there a desk in his room?) to see a lady clad in black, folding up a backpack and dropping it to the floor.

She looked up at him, and he jerked back into the dark corner.

A few breaths later, and the panic was draining out, swirling away and leaving him wondering why he had freaked out in the first place.

There was nothing to be worried about, it was only a room.

The memory of masks and restraints seemed to slink away, fading into some blurry recollection that resembled a story a friend had told him, more than a memory.

He blinked blearily, exhaustion sneaking up on him. He fought against it for a moment, the woman's eyes still pinning him in place.

He surrendered for just a second.

Peter woke up to the sound of a sink running, the splash of water and faint smell of cheap soap faintly familiar.

At first the silhouette in the bathroom spooked him, but as he stared longer, more and more things pinged in his brain.

Dressed in yoga pants and a baggy t-shirt, her hair up in a messy bun, it was the most casual she had ever seen Black Widow - in any universe.

That's right...he didn't belong here. He was supposed to be trying to get back home. Why had he forgotten that?

The tap turned off with a quiet squeak, and the towel rack echoed the sentiment.

She glanced up, meeting his eyes through her reflection.

Peter took a moment to look around, soaking in his surroundings.

"Where are we?"

He could see a hard looking diamond-patterned couch, a cheap wooden desk and a short hallway to a wooden door. There was a window, with the shutters drawn, and a heater under the sill humming quietly.

Black Widow - Natasha, walked out of the bathroom and sat down on one of the two queen-sized beds, crossing her legs and looking over at him. She had an oddly gentle look on her face, a kind smile and her voice pitched in a way that sounded out of place, coming from her.

"We're hiding for a bit. Do you need anything? Are you hungry?"

He shifted uncomfortably. The way she pitched it was almost like a younger Aunt May - all motherly and protective.

"It looks more like a 3-star hotel room."

She inclined her head, the bright smile dimming a bit.

He stepped away from the wall, holding on to the corner of the desk he had ducked behind. She didn't move, beyond the eyes tracking his movements. Peter spotted the clothes she had rescued him in, and the backpack he had stuffed himself into to escape. A glint of dark metal peeked out from behind a professional blazer.

Even in another world, the Widow's Bite was her favorite accessory. That fact was weirdly comforting.

Peter stood upright, the nausea finally almost gone. His muscles were still sore, achy like he'd been sick and bedridden for a long time.

"Who gave the orders to break me out?"

She tilted her head curiously. Her motherly face was still flawless, and still freaking weird. Like, she was pretty and all, but it did NOT match her other-self's 'I can kill you with your own innards' stare.

"What makes you think it was an order?"

He slumped into the desk chair, running his hands through still-damp hair.

"I dunno, you're Black Widow, right? Master asssasin, Super-spy, could probably kick my ass in three seconds flat. Why wouldn't you have orders?"

"And how do you know all that?"

He peered at her over the wooden chair back, wrinkling his nose at the guileless smile that was back in full-force.

"Stop answering questions with questions."

"You first."

He stared at her, trying to find the spark of playfulness that should have come with her snark. Nothing but a false face bracketed by bright red hair.

She wasn't his _Black Widow_.

He didn't know her.


End file.
